How to open a company in Estonia?

Types of companies in Estonia

The Commercial Code provides for five types of companies: General Partnership (täisühing), Limited Partnership (usaldusühing), private limited company (osaühing), public limited company (aktsiaselts) and commercial association (Tulundusühistu). Of the five types of entities regulated by the Commercial Code, the private limited company and the public limited company are the most commonly used forms of business organization. This is due to their most significant characteristic - the limitation of shareholder liability.

Requirements for the company

After you make a choice about the company, you can already start registering an offshore company in Estonia. This process can be carried out in two ways: with the help of electronic registration on the portal of the Estonian Registration Service, or with the help of a notary.

If you prefer electronic registration, then it is the easiest and fastest. But such registration can be carried out only if all the founders of the company have the necessary access and software, as well as electronic keys, with which it will be possible to sign the registration application. All types of companies can use electronic registration, excluding commercial associations and public limited companies (a form of joint-stock company, the authorized capital of which is divided into shares, and they can be sold on the stock exchange).

To register a private limited company, you need to enter information about the founders, type of company, company name in the electronic register, submit a charter template, a document confirming the payment of the state registration fee, and optionally make a contribution to the authorized capital (using the electronic register the company can be created immediately without making a contribution to the authorized capital). And also quite an important advantage is that you can register a company within one day. If you prefer to register a company with the help of a notary, then you need to observe the following nuances:

• to register with a notary, first of all, you need to make a contribution to the authorized capital and pay the state fee;
• the contribution to the authorized capital must be expressed not in cash, but in kind (that is, it can be equipment, software, property rights, etc.)
• the founders of the company do not have the right to sign the constituent documents with an electronic digital signature.

Later, the notary must submit:

• application for registration;
• memorandum of association;
• articles of association;
• a certificate from the bank confirming the contribution to the authorized capital;
• a document confirming the payment of the state fee.

What is included in the price?

1. Charter (Articles of Association). The document is on one page, it is possible to add a translation into English, notarization and apostille.
2. Extract from the registry (Printout from the Registrar). Estonia maintains an electronic register, all data is available on-line in English. At the request of the client, a printout with notarization and apostille is provided.